Ambuja Cements Ltd. — M&A Activity 2026

Jun 4, 2026

adani Ambuja Cement

adani
Cement

June 04, 2026

To

National Stock Exchange of India Limited	BSE Limited	Luxembourg Stock Exchange
Scrip Code: AMBUJACEM	Scrip Code: 500425	Code: US02336R2004

Subject: Receipt of Observation Letters with 'no adverse observations' from the BSE Limited ("BSE") and 'no objection' from the National Stock Exchange of India Limited ("NSE") in relation to the Scheme of Amalgamation of ACC Limited ("Amalgamating Company / ACC") with Ambuja Cements Limited ("Amalgamated Company / Ambuja") under section 230 to 232 and other applicable provisions of the Companies Act, 2013.

Dear Sir/ Madam,

This is in connection with our letter dated December 22, 2025 informing about the decision taken by the Board of Directors of the Company approving the proposed Scheme of Amalgamation of ACC Limited ("Amalgamating Company") with Ambuja Cements Limited ("Amalgamated Company") under Sections 230 to 232 of the Companies Act, 2013 ("Act") and other applicable provisions of the Act ("Scheme"), subject to receipt of various statutory and regulatory approvals.

In this regard, we would like to inform you that the Company has received observation letters with 'no adverse observations' from the BSE and 'no objection' from NSE on June 04, 2026 respectively. A copy of said letters are enclosed herewith. The Scheme remains subject to various statutory and regulatory approvals and of the respective shareholders/creditors of the Companies involved in the Scheme, as may be applicable.

The observation letters received from BSE and NSE will also be made available on the website of the Company at www.ambujacement.com.

We request you to bring the above to the notice of all concerned.

Thanking you,

Yours Sincerely,

For AMBUJA CEMENTS LIMITED

MANISH V
MISTRY
Digitally signed by
MANISH V MISTRY
Date: 2026.06.04
19:17:44 +05'30'

Manish Mistry
Company Secretary & Compliance Officer
Encl.: as above

Ambuja Cements Limited
Registered Office:
Adani Corporate House
Shantigram, Near Vaishno Devi Circle,
S. G. Highway, Khodiyar,
Ahmedabad – 382 421, Gujarat, India
Ph +91 79-2656 5555
E mail: investors.relation@adani.com
www.ambujacement.com
CIN: L26942GJ1981PLC004717

---

BSE
The Power of Vibrance
June 04, 2026

DCS/AMAL/RD/R37/097/2026-27

To,
The Company Secretary,
ACC Limited
Adani Corporate House,
Shantigram Near Vaishnodevi Circle,
S.G. Highway,
Ahmedabad, Gujarat – 382 421.

Amebuja Cements Limited
Adani Corporate House,
Shantigram, Nr. Vaishno Devi Circle,
S G Highway, Khodiyar,
Ahmedabad, Gujarat – 382 421.

Dear Sir/Madam,

Sub: Scheme of Amalgamation of ACC Limited and Ambuja Cements Limited

We refer to your application for Scheme of Arrangement by ACC Limited (“ACC”/”Transferor Company”) and Ambuja Cements Limited (“ACL”/”Transferee Company”) and their respective shareholders under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 filed with the Exchange under Regulation 37 of SEBI LODR Regulations, 2015, read with SEBI Master circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and Reg. 94 (2) of SEBI LODR Regulations, 2015.

In this regard, SEBI vide its Letter dated June 03, 2026, has inter alia given the following comment(s) on the said draft scheme of Arrangement: -

1. “The proposed composite Scheme of Arrangement shall be in compliance with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.”

2. “ACC Limited (ACC) and Ambuja Cements Limited (Ambuja) shall ensure that they disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon’ble NCLT and shareholders, while seeking approval of the scheme.”

3. “The entities shall ensure that additional information, if any, submitted by them after filing the scheme with the stock exchange, from the date of receipt of this letter, is displayed on the websites of the listed companies and the stock exchanges.”

4. “The entities involved in the proposed scheme shall not make any changes in the draft scheme subsequent to filing the draft scheme with SEBI by the Stock Exchange(s), except those mandated by the regulators/ authorities/ tribunal.”

5. “The entities shall ensure compliance with the SEBI circulars issued from time to time.”

6. “The entities shall ensure that the financials in the scheme considered are not for period more than 6 months old.”

Page 1 of 4

---

BSE The Power of Vibrance

1. "The listed entities are advised that the proposed equity shares, if any, to be issued in terms of the "Scheme" shall mandatorily be in demat form only."

2. "The listed entities are advised that the "Scheme" shall be acted upon subject to the listed entities complying with the relevant clauses mentioned in the scheme document."

3. "The entities are advised that the observations of SEBI/Stock exchanges shall be incorporated in the petition to be filed before NCLT and the company is obliged to bring the observations to the notice of NCLT."

4. "The entities are advised to prominently disclose the following, as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013, so that public shareholders can make an informed decision in the matter:

a) A simple explanation of the scheme of arrangement.
b) The rationale and objectives underlying the proposed scheme.
c) A detailed explanation of the impact of the scheme on shareholders, including any dilution or change in rights.
d) A cost-benefit analysis outlining the anticipated benefits versus associated costs of the scheme,
e) The latest financials of ACC, and Ambuja, not older than 6 months from the date of Stock Exchange NOC, to be hosted on the Companies' website and also disclosed in the explanatory statement
f) Promoter-wise and aggregate shareholding details of the promoter and promoter group in ACC and Ambuja, before and after the scheme, and the corresponding change in public shareholding.
g) Promoter-wise and aggregate shareholding details of the promoter and promoter group in Ambuja, before and after execution of all the concurrent schemes, and the change in public shareholding.
h) Details of the Registered Valuer issuing Valuation Report and the Merchant Banker issuing Fairness opinion, along with a summary of the methods considered for arriving at the Share Exchange Ratio, Rationale for adopting such methods, basis and key assumptions.
i) Details of Revenue, PAT and EBIDTA of ACC and Ambuja for last 3 financial years.
j) Pre and Post scheme shareholding of ACC and Ambuja as on the date of Shareholders' meeting notice, along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders.
k) The value of Assets and liabilities of ACC being transferred to Ambuja and post-scheme balance sheet of Ambuja.
l) Disclose details of all pending or ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the entities involved in the scheme, including their promoters/directors/KMPs, and the possible impact of the same on Ambuja.

Page 2 of 4

---

BSE The Power of Vibrance

1. "The entities are advised to comply with the all applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder."

2. "It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations."

3. "The listed entities involved in the proposed scheme shall disclose the No-Objection letter of the Stock Exchange(s) on its website within 24 hours of receiving the same."

4. "Please note that the submission of documents/information, in accordance with the Circular to SEBI, should not in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted."

In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon'ble NCLT.

Please note that the submission of documents/information, in accordance with the circular to SEBI/Exchange should not in any way be deemed or construed that the same has been cleared or approved by SEBI/Exchange. SEBI/Exchange does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the document submitted.

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose information about unlisted company involved in the format prescribed for abridged prospectus as specified in the Master circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023.

Kindly note that as required under Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter shall be six months from the date of this Letter, within which the scheme shall be submitted to the NCLT.

The Exchange reserves its right to withdraw its 'No adverse observation' at any stage if the information submitted to the Exchange is found to be incomplete/incorrect/misleading/false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities.

Please note that the aforesaid observations do not preclude the Company from complying with any other requirements.

Page 3 of 4

---

BSE
The Power of Vibrance

Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Hon’ble National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documents of the proposed schemes through the BSE Listing Centre.

Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking Exchange’s representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted. You may please refer to circular dated February 26, 2019, issued to the company

Yours faithfully,

Marian Dsouza
Assistant Vice President

Bhakti Wankhede
Deputy Manager

Page 4 of 4

---

NSE

Nifty50

Ref: NSE/LIST/52856/52852

June 04, 2026

The Company Secretary

Dear Sir /Madam,

Sub: Observation Letter for draft scheme of Amalgamation of ACC Limited (“Amalgamating Company/ACC”) with Ambuja Cements Limited (“Amalgamated Company/Ambuja”) and their respective shareholders under sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

We are in receipt of the captioned draft scheme filed by ACC Limited and Ambuja Cements Limited.

Based on our letter reference no. NSE/LIST/52852/52856 dated March 13, 2026, submitted to SEBI pursuant to SEBI Master Circular No - SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and Regulation 94(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI vide its letter dated June 03, 2026, has inter alia given the following comment(s) on the draft scheme of arrangement:

a) The Companies shall ensure that the proposed composite Scheme of Arrangement is in compliance with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b) The Companies shall ensure that ACC Limited (ACC) and Ambuja Cements Limited (Ambuja) discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against ACC and Ambuja, their promoters and directors, before Hon'ble NCLT and shareholders, while seeking approval of the scheme.

c) The Companies shall ensure that additional information, if any, submitted by the Companies after filing the scheme with the stock exchange, from the date of receipt of this letter, is displayed on the website(s) of the listed companies.

d) The Companies shall ensure that the entities involved in the proposed scheme shall not make any changes in the draft scheme subsequent to filing the draft scheme with SEBI by the Stock Exchange(s), except those mandated by the regulators/ authorities/ tribunal.

e) The Companies shall ensure compliance with the SEBI circulars issued from time to time.

f) The Companies shall ensure that the financials in the scheme considered are not for period more than 6 months old.

g) The Companies shall ensure that the proposed equity shares, any, to be issued in terms of the "Scheme" shall mandatorily be in demat form only.

Non-Confidential

National Stock Exchange of India Limited | Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051, India +91 22 26598100 | www.nseindia.com | CIN U67120MH1992PLC069769

---

NSE
Continuation Sheet

Ref: NSE/LIST/52856/52852

June 04, 2026

h) The Companies shall ensure that the "Scheme" shall be acted upon subject to the applicants complying with the relevant clauses mentioned in the scheme document.

i) The Companies shall ensure that the observations of SEBI/Stock exchanges shall be incorporated in the petition to be filed before NCLT and the companies are obliged to bring the observations to the notice of NCLT.

j) The Companies shall prominently disclose the following as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the companies to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013, so that public shareholders can make an informed decision in the matter:

i. A simple explanation of the scheme of arrangement.
ii. The rationale and objectives underlying the proposed scheme.
iii. A detailed explanation of the impact of the scheme on shareholders, including any dilution or change in rights.
iv. A cost-benefit analysis outlining the anticipated benefits versus associated costs of the scheme.
v. The latest financials of ACC, and Ambuja, not older than 6 months from the date of Stock Exchange NOC, to be hosted on the Companies' website and also disclosed in the explanatory statement.
vi. Promoter-wise and aggregate shareholding details of the promoter and promoter group in ACC and Ambuja, before and after the scheme, and the corresponding change in public shareholding.
vii. Promoter-wise and aggregate shareholding details of the promoter and promoter group in Ambuja, before and after execution of all the concurrent schemes, and the change in public shareholding.
viii. Details of the Registered Valuer issuing the Valuation Report and the Merchant Banker issuing Fairness opinion, along with a summary of the methods considered for arriving at the Share Exchange Ratio, Rationale for adopting such methods, basis and key assumptions.
ix. Details of Revenue, PAT and EBIDTA of ACC and Ambuja for last 3 financial years.
x. Pre and Post scheme shareholding of ACC and Ambuja as on the date of Shareholders' meeting notice, along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders.
xi. The value of Assets and liabilities of ACC being transferred to Ambuja and post-scheme balance sheet of Ambuja.
xii. Disclose details of all pending or ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the entities involved in the scheme, including their promoters/directors/KMPs and the possible impact of the same on Ambuja.

k) The Companies shall ensure compliance with the all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder.

Non-Confidential

---

NSE

Continuation Sheet

Ref: NSE/LIST/52856/52852

June 04, 2026

l) It is to be noted that the petitions are filed by the Companies before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the Companies is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.

m) The Companies shall ensure that the listed entity involved in the proposed scheme shall disclose the No-Objection letter of the Stock Exchange(s) on its website within 24 hours of receiving the same.

n) Please note that the submission of documents/information, in accordance with the Circular to SEBI should not in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.

Please note that the submission of documents/information, in accordance with the Circular to National Stock Exchange of India Limited (NSE), should not in any way be deemed or construed that the same has been cleared or approved by NSE. National Stock Exchange of India Limited does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.

It is to be noted that the petitions are filed by the companies before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ Stock exchange. Hence, the companies is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations

Based on the draft scheme and other documents submitted by the Companies, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our "No objection" in terms of Regulation 37 of SEBI (LODR) Regulations, 2015, so as to enable the Companies to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

The validity of this "Observation Letter" shall be six months from June 04, 2026, within which the Scheme shall be submitted to NCLT.

Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Companies may be required to obtain approval from other department(s) of the Exchange. The Companies are requested to separately take up matter with the concerned departments for approval, if any.

Non-Confidential

---

NSE

Continuation Sheet

Ref: NSE/LIST/52856/52852

June 04, 2026

The Companies shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37/59(A) of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Saili Kamble

Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL: https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

Non-Confidential